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26 Jun 2019 17:39
ANNOUNCEMENT OF POLL RESULTS OF THE 2018 ANNUAL GENERAL MEETING
THE 2018 ANNUAL GENERAL MEETING
The Company is pleased to announce that the AGM was held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No.139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC by way of an on-site meeting at 2:00 p.m. on Wednesday, June 26, 2019. The AGM was convened by the Board and chaired by the chairman of the Board, Mr. Zhou Yi. Certain members of the supervisory committee and senior management of the Company as well as the secretary of the Board attended the AGM.
I. VOTING ARRANGEMENT
Voting was conducted by poll for the resolutions proposed at the AGM. Holders of A Shares were entitled to participate the voting at the AGM in person, by proxy, or through online voting. Holders of H Shares were entitled to participate in the voting at the AGM in person or by proxy. Online voting was made available during the trading period (i.e. 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00) on June 26, 2019 through the voting platform of the trading system and from 9:15 to 15:00 on June 26, 2019 through the network voting platform on a designated website. The convening, procedures and voting methods of the AGM were in compliance with the requirements of laws and regulations including the Company Law of the People's Republic of China and the Articles of Association of the Company.
As at the record date of the AGM, the total number of shares issued by the Company was 9,001,636,360 shares (comprising 1,719,045,680 H Shares and 7,282,590,680 A Shares). The holders of the aforementioned shares were entitled to attend and vote for or against or abstain from voting in respect of the resolutions at the AGM. 750,136,360 A Shares, comprised in the 7,282,590,680 A Shares referenced above, are A Shares underlying the Company's GDRs. Such GDRs were not in existence at the time of the record date of the AGM and, therefore, the holders of GDRs representing such A shares were not able to exercise their voting rights in respect of the AGM. Jiangsu Guoxin Investment Group Limited, a Shareholder, had 1,302,350,636 Shares, representing 14.467932% of the total number of issued Shares, and as a related-party shareholder, has abstained from voting on No. 6.1 of the ordinary resolution (ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies). Jiangsu Communications Holding Co., Ltd., a Shareholder, had 465,806,618 Shares, representing 5.174688% of the total number of issued Shares, and as a related-party shareholder, has abstained from voting on No. 6.2 of the ordinary resolution (ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies). Govtor Capital Group Co., Ltd., a Shareholder, had 351,678,006 Shares, representing 3.906823% of the total number of issued Shares, and as a related-party shareholder, has abstained from voting on No. 6.3 of the ordinary resolution (ordinary related-party transactions with Govtor Capital Group Co., Ltd. and its related companies). Jiangsu SOHO Holdings Group Co., Ltd., a Shareholder, and its affiliated company Jiangsu SOHO International Group Corporation had 213,929,630 Shares in total, representing 2.376564% of the total number of issued Shares, and as the related-party shareholders, have abstained from voting on No. 6.4 of the ordinary resolution (ordinary related-party transactions with Jiangsu SOHO Holdings Group Co., Ltd. and its related companies).
Save as disclosed above, there were no restrictions on any Shareholders to cast votes on the resolutions at the AGM.
II. AGM ATTENDANCE
Attendance of the AGM was as follows:
Total number of Shareholders and authorised proxies attended and vote in the AGM | 69 | |
of which | number of holders of A Shares | 64 |
number of holders of H Shares | 5 | |
Total number of Shares with voting rights held by Shareholders that attended the AGM (shares) | 3,487,734,270 | |
of which | total number of Shares held by holders of A Shares participated in the voting (shares) | 2,975,042,144 |
total number of Shares held by holders of H Shares participated in the voting (shares) | 512,692,126 | |
Percentage of total number of Shares with voting rights held by Shareholders that attended the AGM as compared to the issued Shares (%) | 38.745558 | |
of which | percentage of total number of Shares held by holders of A Shares participated in the voting as compared to the issued Shares (%) | 33.050014 |
percentage of total number of Shares held by holders of H Shares participated in the voting as compared to the issued Shares (%) | 5.695544 | |
III. POLL RESULTS
The poll results to the proposed resolutions are set out as follows:
No. | Ordinary Resolutions | Number of Votes (%)1 | ||
For | Against | Abstain | ||
1. | To consider and approve the 2018 Work Report of the Board | 3,486,952,370 99.977581% | 0 0.000000% | 781,900 0.022419% |
2. | To consider and approve the 2018 Work Report of the Board of Supervisory | 3,486,952,370 99.977581% | 0 0.000000% | 781,900 0.022419% |
3. | To consider and approve the 2018 Final Financial Report | 3,486,952,370 99.977581% | 0 0.000000% | 781,900 0.022419% |
4. | To consider and approve the 2018 Profit Distribution Plan | 3,484,730,370 99.913872% | 2,916,60 0.083625% | 87,300 0.002503% |
5. | To consider and approve the 2018 Annual Report | 3,486,952,370 99.977581% | 0 0.000000% | 781,900 0.022419% |
6 | To consider and approve the resolution on the estimated ordinary transactions with related parties of the Company for 2019: |
| ||
6.1 | Ordinary related-party transactions with Jiangsu Guoxin Investment Group Limited and its related companies | 2,215,605,641 99.952370% | 968,493 0.043692% | 87,300 0.003938% |
6.2 | Ordinary related-party transactions with Jiangsu Communications Holding Co., Ltd. and its related companies | 3,037,221,552 99.997126% | 0 0.000000% | 87,300 0.002874% |
6.3 | Ordinary related-party transactions with Govtor Capital Group Co., Ltd. and its related companies | 3,145,618,964 99.997225% | 0 0.000000% | 87,300 0.002775% |
6.4 | Ordinary related-party transactions with Jiangsu SOHO Holdings Group Co., Ltd. and its related companies | 3,407,026,501 99.997438% | 0 0.000000% | 87,300 0.002562% |
6.5 | Ordinary related-party transactions with other related parties | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
7. | To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for 2019 | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
8. | To consider and approve the resolution on the re-appointment of the accounting firm of the Company for 2019 | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
9. | To consider and approve the resolution on amendments to Decision Making System for External Guarantee of Huatai Securities Co., Ltd. | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
10. | To consider and approve the resolution on amendments to the Proceeds Management System of Huatai Securities Co., Ltd. | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
No. | Special Resolutions | Number of Votes (%)1 | ||
For | Against | Abstain | ||
11. | To consider and approve the resolution on amendments to the Articles of Association of Huatai Securities Co., Ltd. | 3,486,962,570 99.977874% | 684,400 0.019623% | 87,300 0.002503% |
12. | To consider and approve the resolution on amendments to Rules of Procedures of the General Meeting of Huatai Securities Co., Ltd. | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
13. | To consider and approve the resolution on amendments to Rules of Procedures of the Board of Directors of Huatai Securities Co., Ltd. | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
14. | To consider and approve the resolution on General Authorization of the Company's Domestic and Foreign Debt Financing Instruments | 3,487,646,970 99.997497% | 0 0.000000% | 87,300 0.002503% |
Note:
1. For the purpose of calculating the result of the resolution, number of the votes for and against shall be regarded as execution of voting rights.
Each of the above-mentioned ordinary resolutions was duly passed by obtaining more than half of the votes in favour of each resolution; each of the above-mentioned special resolutions was duly passed by obtaining more than two-thirds of the votes in favour of each resolution. No new proposal has been submitted for voting and approval. No resolution proposed was vetoed or amended at the AGM.
For detailed information on the resolutions, please refer to the Circular and the Supplemental Circular.
IV. ATTESTATION BY LAWYERS
Allbright Law Offices, the PRC legal advisers to the Company, considered that the convening and the procedures of the AGM, the qualifications of the convenor and attendees of the AGM and voting process and the poll results of the AGM are in compliance with the requirements of the Company Law of the People's Republic of China, the Rules on General Meetings and the Articles of Association of the Company and other relevant laws and regulations and the resolutions of the AGM are lawful and valid.
PAYMENT OF FINAL DIVIDEND
The Company also wishes to notify Shareholders the details of the distribution of final dividend for 2018 (the "Final Dividend") as follows:
The Company will distribute the Final Dividend in cash to holders of A Shares and H Shares whose names appear on the register of members of the Company as of the record date of Final Dividend. Holders of GDRs whose names appear on the register of GDR holders of the Company will also be entitled to receive the Final Dividend, which will be paid via Citibank, N.A, the Company's depositary, in accordance with the terms of the deposit agreement. The Final Dividend will be distributed in the amount of RMB3.00 (tax included) per 10 shares in cash. The undistributed profit will be carried forward to the next year. The Final Dividend is denominated and declared in Renminbi and paid to holders of A Shares in Renminbi and to holders of H Shares in Hong Kong dollars.
THE APPROVAL AND EFFECTIVENESS OF THE ARTICLES OF ASSOCIATION
The amendments to the Articles of Association made by Company will become effective upon approval from the securities regulatory authorities and after completing the procedures of change in business registration. Prior to obtaining such approval and completion of such procedures of registration, the existing Articles of Association shall continue to be effective.
Huatai Securities Co., Ltd.
June 26th, 2019
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